Procedure for private placement of shares

A joint-stock company can offer shares for the purpose of increasing its charter capital. Under Law on Enterprise, there are three forms of offering shares, namely offering shares to existing shareholders, private placement of shares and public offering of shares.

The public offering of shares shall be carried out by a public joint-stock company in accordance with the law on securities. Private placement of shares means that a private joint-stock company other than public joint-stock company offers a number of shares authorized and sells those shares to persons who are not shareholders of the company. In this article, Bizlawyer will give our potential clients legal advice about procedures for the private placement of shares.

Step 1: General Meeting of Shareholders shall be held and passes a resolution on private placement of shares

Step 2: Notification of private placement of shares to Business Registration Office (“BRO”) within 05 working days after from the date of the resolution

  • Components of applications:

– A Notification of private placement;

– A Resolution of the General Meeting of Shareholders on private placement; and

– A Private placement plan ratified by the General Meeting of Shareholders

Step 3: The company may offer shares if no objection is made by BRO after 05 working days from the day on which the notification is sent

Step 4: Registration of change of the company’s charter capital at BRO
Within 10 days after completing the offering of shares, the legal representative of the company has responsibility for notifying BRO about the change of the company’s charter capital.

  • Components of applications:

– A notification of changing business registration information;

– A decision  and a valid copy of minutes of meeting of General Meeting of Shareholders on shares offering to increase the charter capital, which specifies the quantity of shares offered, assigns Board of Directors for registration of increase in charter capital each offering, and specifies any change of the company’s charter; and

– A decision and a valid copy of minutes of meeting of Board of Directors on registration of increase in the charter capital after each offering.

  • Licensing authority: BRO where the company is located
  • Time limit for processing: 03 working days.
  • Result: An amended Certificate of enterprise registration

The above are Bizlawyer’s legal advice for private placement of a joint-stock company. Should you have any questions, please contact us via our Hotline: +84868881900 or email: for timely advice and support.

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